COMMITTEE SUBSTITUTE
FOR ORDINANCE NO. 080278
Authorizing and directing the
issuance, sale and delivery of not to exceed $260,000,000.00 principal amount
of Water Refunding and Improvement Revenue Bonds, Series 2008A, of the City of
Kansas City, Missouri, prescribing the form and details of such revenue bonds;
and authorizing certain actions and documents and prescribing other matters
relating thereto.
WHEREAS, authorizing
and directing the issuance, sale and delivery of not to exceed $260,000,000
principal amount of Water Refunding and Improvement Revenue Bonds, Series 2008B,
of the City of Kansas City, Missouri, prescribing the form and details of such
revenue bonds; and authorizing certain actions and documents and prescribing
other matters relating thereto; and
WHEREAS, the City of
Kansas City, Missouri (the City) is a constitutional charter City and
political subdivision duly organized and existing under the laws of the State
of Missouri (the State) and the Citys Charter, as amended, approved by the
voters for its government (the Charter), and owns and operates a revenue
producing waterworks system (the System); and
WHEREAS, the City
desires to make certain additions, extensions and improvements to the System
and is authorized under the provisions of the Constitution and statutes of the
State and its Charter to issue and sell revenue bonds for the purpose of
providing funds for such purposes, upon obtaining the required voter approval
and provided that the principal of and interest on such revenue bonds shall be
payable solely from the revenues derived from the operation of the System; and
WHEREAS, pursuant to
such authority, a special bond election was duly held in the City on August 2,
2005 (the 2005 Election) on the following question:
QUESTION NO. 1
Shall
the City of Kansas City, Missouri issue and sell waterworks revenue bonds in
the principal amount of $250,000,000.00 for the purpose of extending and
improving the waterworks system of the City including, without limitation (1)
the continued expansion of the water main transmission system, (2) replacement
of small water mains, (3) replacements of and additions to the water treatment
plant, major pump stations, and other water facilities, and (4) ensuring a
reliable water supply to include intake modifications and/or supplemental
ground water supply, with the principal and interest of said bonds to be
payable solely from the revenues derived by the City from the operation of its
waterworks system, including all future improvements and extensions thereto?
and it was found and determined
that more than a simple majority of the qualified electors of the City voting
on the question had voted in favor of the issuance of said revenue bonds for
the purpose aforesaid, the vote on said question having been 15,525 votes for
the question to 5,347 votes against the question; and
WHEREAS, the
City has previously issued $24,910,000 of water revenue bonds authorized pursuant
to the 2005 Election. $225,090,000 of the water revenue bonds authorized
pursuant to the 2005 Election remain unissued. The City proposes to issue water
revenue bonds so authorized to provide funds for said purpose; and
WHEREAS, plans for
such additions, extensions and improvements and an estimate of the cost thereof
have been prepared and made by the Director of the Department of Water Services
of the City and the Consulting Engineer (as defined below) and the same are
hereby accepted and approved and are on file in the office of the Director of
Water Services; and
WHEREAS, the
City has heretofore issued its Water Refunding Revenue Bonds, Series 1996A in
the original principal amount of $45,550,000, of which $8,135,000 principal amount
remains outstanding (the Series 1996A Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
currently refunding the Series 1996A Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 1996B in the
original principal amount of $28,000,000, of which $16,080,000 principal amount
remains outstanding (the Series 1996B Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
currently refunding the Series 1996B Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Refunding Revenue Bonds, Series 1998A in
the original principal amount of $38,260,000, of which $25,005,000 principal
amount remains outstanding (the Series 1998A Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
currently refunding the Series 1998A Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 1998B in the
original principal amount of $14,410,000, of which $9,580,000 principal amount
remains outstanding (the Series 1998B Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of currently
refunding the Series 1998B Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2000A in the
original principal amount of $25,000,000, of which $18,515,000 principal amount
remains outstanding (the Series 2000A Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
advance refunding the Series 2000A Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2002C in the
original principal amount of $17,500,000, of which $14,045,000 principal amount
remains outstanding (the Series 2002C Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
advance refunding the Series 2002C Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2004D in the
original principal amount of $25,000,000, of which $24,750,000 principal amount
remains outstanding (the Series 2004D Refunded Bonds); and
WHEREAS, the
City desires to issue its water refunding revenue bonds for the purpose of
advance refunding the Series 2004D Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Water Revenue Bonds, Series 2005F in the
original principal amount of $30,000,000 of which $30,000,000 principal amount
remains outstanding (the Series 2005F Refunded Bonds); and
WHEREAS, the City
desires to issue its water refunding revenue bonds for the purpose of advance
refunding the Series 2005F Refunded Bonds; and
WHEREAS, the
City has heretofore issued its Subordinate Water Revenue Bonds, Series 2008A in
the original principal amount of $35,000,000 of which $35,000,000 principal
amount remains outstanding (the Series 2008A Subordinate Bonds); and
WHEREAS, the
Series 1996A Refunded Bonds, the Series 1996B Refunded Bonds, the Series 1998A
Refunded Bonds, the 1998B Refunded Bonds, the Series 2000A Refunded Bonds, the
Series 2002C Refunded Bonds, the Series 2004D Refunded Bonds and the Series
2005F Refunded Bonds are collectively referred to herein as the (Refunded
Bonds); and
WHEREAS, refunding
the Refunded Bonds does not use any of the Citys voted authority; and
WHEREAS, the
City has determined that it is necessary and desirable and in the best
interests of the citizens of the area served by the System for the City to make
the additions, extensions and improvements to the System described above and to
refund the various series of Refunded Bonds, and to finance the costs of the
foregoing by issuing its revenue bonds in the aggregate principal amount not to
exceed $260,000,000; NOW, THEREFORE,
BE IT ORDAINED BY THE
COUNCIL OF KANSAS CITY:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. For all purposes of this Ordinance,
except as otherwise provided or unless the context otherwise requires, words
and terms used in this Ordinance shall have the meanings set forth in Section
1.1 of the Master Bond Ordinance and the following meanings set forth in
this Section. Any words and terms defined herein that are not already defined
in the Master Bond Ordinance are intended to supplement the definitions
contained therein. Any words and terms defined herein that are already defined
in the Master Bond Ordinance are intended to replace and supersede such
definitions already contained therein for purposes related to the Series 2008B
Bonds. If any of the following definitions conflict with the definitions
already set forth in the Master Bond Ordinance, the definitions set forth
herein shall take precedence:
Bond Insurance
Policy means, with respect to the Series 2008B Bonds, the financial
guaranty insurance policy issued by the Bond Insurer that insures the scheduled
payment of the principal of and interest on the Series 2008B Bonds.
Bond Insurer
means Berkshire Hathaway Assurance Corporation, New York, New York, a New York corporation, and its successors and assigns.
Bond Ordinance means
collectively this Ordinance and the Master Bond Ordinance.
Bond
Registrar means any bank or trust company designated as such by the City
in the Bond Ordinance with respect to any of the Bonds. Such Bond Registrar
shall perform the duties required of the Bond Registrar in the Bond Ordinance.
The Bank of New York Mellon Trust Company, N.A. is hereby designated as Bond
Registrar for the Bonds; provided, however, that in connection with the
issuance of any SRF Bonds, the City shall appoint such separate Bond Registrar
designated by the issuer of the SRF Bonds.
Certificate of Final Terms means Exhibit C, executed and delivered by
the Mayor pursuant to Section 14.3 hereof, in substantially the form
attached as Exhibit D.
Escrow Agreement
means one or more Escrow Deposit Agreements each dated as of October 1, 2008
between the City and the escrow agent named therein for one or more series of the
Refunded Bonds, as the same may from time to time be amended or supplemented in
accordance with its terms.
Master
Bond Ordinance means Second Committee Substitute for Ordinance No. 080197
adopted by the City on August 14, 2008.
Ordinance
means this Ordinance as from time to time amended.
Original
Principal Amount means the principal amount of Series 2008B Bonds
originally issued and delivered pursuant to the Master Bond Ordinance and this
Ordinance, in the amount specified in the Certificate of Final Terms, subject
to the terms in Exhibit C.
Paying Agent
means any bank or trust company, including any successors and assigns thereof,
authorized by the City to pay the Principal of, premium, if any, or interest on
any Bonds on behalf of the City. Such Paying Agent shall perform the duties
required of the Paying Agent in the Master Bond Ordinance and this Ordinance.
The Bank of New York Mellon Trust Company, N.A., is hereby designated as Paying
Agent for the Bonds; provided, however, that in connection with the issuance of
any SRF Bonds, the City shall appoint such Paying Agent designated by the
issuer of the SRF Bonds.
Refunded Bonds means collectively, the Series
1996A Refunded Bonds, the Series 1996B Refunded Bonds, the Series 1998A
Refunded Bonds, the Series 1998B Refunded Bonds, the Series 2000A Refunded Bonds,
the Series 2002C Refunded Bonds, the Series 2004D Refunded Bonds and the Series
2005F Refunded Bonds.
Senior Bonds
means the Series 2008B Bonds and any Bonds, including Senior SRF Bonds, issued
with a right to payment and secured by a lien on a parity with the Series 2008B
Bonds (except with respect to any Credit Facility which may be available only
to one or more series of Senior Bonds and except that Senior SRF Bonds shall
not be secured by the Debt Service Reserve Account) pursuant to Section 5.3 of
the Master Bond Ordinance.
Series 1996A
Refunded Bonds means the Citys outstanding Water Refunding Revenue Bonds,
Series 1996A authorized by Committee Substitute for Ordinance No. 960924.
Series 1996B
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
1996B authorized by Ordinance No. 961462.
Series 1998A
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
1998A authorized by Committee Substitute for Ordinance No. 980278.
Series 1998B
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
1998B authorized by Committee Substitute for Ordinance No. 980296.
Series 2000A
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
2000A authorized by Ordinance No. 000037.
Series 2002C
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
2002C authorized by Committee Substitute for Ordinance No. 020325.
Series 2004D
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
2004D authorized by Ordinance No. 040693.
Series 2005F
Refunded Bonds means the Citys outstanding Water Revenue Bonds, Series
2005F authorized by Committee Substitute for Ordinance No. 050906.
Series 2008B
Bonds means the Citys Water Refunding and Improvement Revenue Bonds,
Series 2008B, in the original aggregate Principal amount not to exceed
$260,000,000, authorized under Section 2.1.
Series 2008B
Costs of Issuance Account means the account by that name within the
Project Fund established in Article IV.
Series 2008B
Official Statement means the final Official Statement respecting the
Series 2008B Bonds.
Series 2008B
Project means the extensions and improvements of the Citys waterworks
system, as approved by the voters of the City at the 1996 Election and the 2005
Election.
Series 2008B
Project Account means the account by that name within the Project Fund
established in Article IV.
Series 2008B
Rebate Subaccount means the subaccount by that name within the Rebate
Account established in Article IV.
Underwriter
means Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative
of the original purchasers of the Series 2008B Bonds.
ARTICLE II
AUTHORIZATION OF
THE SERIES 2008B BONDS
Section 2.1. Authorization
of Series 2008B Bonds; Details. The City hereby authorizes the
execution, issuance, and delivery of a series of Bonds to be designated City
of Kansas City, Missouri Water Refunding and Improvement Revenue Bonds, Series 2008B,
in the aggregate Principal amount not to exceed $260,000,000, which series of
Bonds shall be executed, issued, and delivered under, and secured by, the
Master Bond Ordinance and this Ordinance.
The Series 2008B
Bonds shall be dated October 14, 2008. The Series 2008B Bonds shall be
numbered in a convenient manner, established by the Bond Registrar and shown by
the Bond Register.
The Series 2008B
Bonds and the Bond Registrars Certificate of Authentication shall be in
substantially the form set forth in Exhibit A attached hereto, with such
variations, omissions, substitutions and insertions as are required or
permitted by the Master Bond Ordinance and this Ordinance.
The Series 2008B
Bonds shall bear interest at the rates per annum to be determined upon the sale
of the Bonds as set forth in the Certificate of Final Terms, computed on the
basis of a 360-day year consisting of twelve 30-day months, payable on December
1, 2008 and semiannually thereafter on each June 1 and December 1 of each year
and shall mature on December 1 in the years and in the Principal amounts to be
determined upon the sale of the Bonds as set forth in the Certificate of Final
Terms, unless earlier called for redemption.
ARTICLE
III
REDEMPTION
OF SERIES 2008B BONDS
Section
3.1. Optional and Mandatory Redemption of Series 2008B Bonds.
(a) Optional
Redemption of Series 2008B Bonds by City. At the option of the City,
Series 2008B Bonds or portions thereof may be called for redemption and payment
prior to maturity in whole or in part at any time in such amounts for each
maturity as shall be determined by the City at a redemption price equal to 100%
of the Principal amount, plus accrued interest thereon to the redemption date,
as set forth in the Certificate of Final Terms.
(b) Mandatory
Redemption of Series 2008B Bonds. In the event Term Bonds are issued, such
Bonds shall be subject to mandatory redemption and payment prior to their
maturity pursuant to the mandatory redemption requirements of this Section on
the dates of the maturities for serial Bonds at the principal amount thereof
plus accrued interest to the redemption date, without premium.
As and for a sinking
fund for the retirement prior to maturity of the Series 2008B Bonds that are
Term Bonds, there shall be deposited in the Payments Subaccount from the
Revenue Fund an amount sufficient to redeem the Principal amounts of the Series
2008B Bonds on December 1 of each year as set forth in the Certificate of Final
Terms (each such date being referred to as a mandatory redemption date). The
City shall redeem such an aggregate Principal amount of the Series 2008B Bonds
at a redemption price equal to the Principal amount thereof plus the interest
due thereon to the mandatory redemption date.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment
of Funds and Accounts. In addition to the Funds and Accounts
established in Section 4.2 of the Master Bond Ordinance, the City hereby
establishes the following accounts, and the moneys deposited in such accounts
shall be held in trust for the purposes set forth in the Master Bond Ordinance
and this Ordinance:
4.1.1. Within
the City of Kansas City, Missouri Waterworks Rebate Account in the Revenue Fund
(the Rebate Account), a Series 2008B Rebate Subaccount.
4.1.2. Within
the City of Kansas City, Missouri Waterworks Project Fund (the Project
Fund), a Series 2008B Project Account and a Series 2008B Costs of Issuance
Account.
Each account listed
above shall be held within the account under which it is created. All accounts
listed above are further described in Article IV of the Master Bond
Ordinance, except for (i) the Rebate Subaccount as further described in Section
6.11 of the Master Bond Ordinance and (ii) the Project Fund as further
described in Article XI of the Master Bond Ordinance.
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability
of Master Bond Ordinance.Except as otherwise provided in this
Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved
and confirmed and incorporated herein and shall be applicable to the
authorization, execution, authentication, issuance, redemption, payment, sale
and delivery of the Series 2008B Bonds, the custody and the distribution of the
proceeds and the security, payment, redemption and enforcement of payment
thereof. The requirements of Article V of the Master Bond Ordinance
regarding the issuance of additional Bonds have been satisfied.
Section 5.2. General
Authorization for Series 2008B Bonds. From and after the date of adoption of
this Ordinance, the officials, employees, and agents of the City are hereby
authorized to do all such acts and things and to execute and deliver any and
all other documents, agreements, certificates and instruments as may be
necessary or desirable in connection with the execution, delivery and sale of
the Series 2008B Bonds, the investment of the proceeds of the Series 2008B
Bonds and the transactions contemplated on the part of the City by this
Ordinance. The Director of Finance and City Clerk are hereby authorized and
directed to prepare and furnish to the Underwriter, when the Series 2008B Bonds
are issued, certified copies of all proceedings and records of the City
relating to the Series 2008B Bonds or to the Master Bond Ordinance and this
Ordinance, and such other affidavits and certificates as may be required to
show the facts relating to the legality and marketability of the Series 2008B Bonds
as such facts appear from the books and records in such officers custody and
control or as otherwise known to them. All such certified copies, certificates
and affidavits, including any heretofore furnished, shall constitute
representations of the City as to the truth of all statements contained
therein.
Section 5.3. Authorization of a Credit Facility. In
order to enhance the Citys credit, it may be desirable for the City to arrange
for a Credit Facility, insuring or guaranteeing the payment of the principal of
and interest on all or a portion of the Series 2008B Bonds, to be issued by a
bank, insurance company or other financial institution acceptable to the City.
The Director of Finance is hereby authorized to negotiate and to execute any
and all agreements with a Credit Facility Provider in order to effectuate the
issuance of a Credit Facility, specifically including but not limited to any
agreement necessary in order to reimburse the Credit Facility Provider for
moneys advanced under a Credit Facility and to include any additional covenants
or changes to the definition of Permitted Investments in the Master Bond
Ordinance as required by the Credit Facility Provider. In the event moneys are
advanced by a Credit Facility Provider, the City shall reimburse the Credit
Facility Provider from all funds legally available to the Revenue Fund, subject
to Section 4.3 of the Master Bond Ordinance.
ARTICLE VI
SALE AND
APPLICATION OF PROCEEDS OF SERIES 2008B BONDS
Section 6.1. Sale and Terms of Series 2008B Bonds; Authorization and Execution of Purchase Contract and
Certificate of Final Terms. The Series 2008B Bonds will be sold to
the Underwriter under the terms of the Purchase Contract. The Mayor
is authorized and directed to approve the purchase price for the Bonds, the
principal amounts by maturity, the interest rates, the terms of credit
enhancement and the other final terms of the Bonds, including applicable
redemption provisions, subject to the limitations set forth in this Section and
Exhibit B hereto, and in that connection, to execute and deliver the
Certificate of Final Terms for and on behalf of and as the act and deed of the City,
which approval will be conclusively evidenced by the Mayors execution of the Certificate of Final Terms.
Upon execution, the Certificate of Final Terms will be attached to this Ordinance
as Exhibit C, and the City Clerk is hereby authorized to file the
Certificate of Final Terms with this Ordinance. The City is authorized to enter into the Purchase Contract in
accordance with the Certificate of Final Terms. The Director of Finance is
authorized to execute the Purchase Contract for
and on behalf of and as the act and deed of the City.
Section 6.2. Application
of Series 2008B Bond Proceeds. Upon the written request of the City,
the Bond Registrar shall authenticate and deliver to DTC or hold the Series 2008B
Bonds as Fast Agent for the benefit of the Beneficial Owners and shall
receive a receipt for the Series 2008B Bonds. The net proceeds received from the sale of the Series 2008B Bonds shall be
deposited simultaneously with the delivery of the Bonds as follows:
(a) All accrued interest received from the
sale of the Bonds shall be deposited in the Payments Subaccount of the Sinking
Fund Account and applied in accordance with Section 4.4 of the
Master Bond Ordinance.
(b) Proceeds of the Series 2008B Bonds
shall be deposited in the Series 2008B Rebate Subaccount of the Rebate Account
in an amount as set forth in the Certificate of Final Terms.
(c)
Proceeds of the Series 2008B
Bonds shall be deposited in the Series 2008B Costs of Issuance Account to pay
the costs of issuing the Series 2008B Bonds as authorized by the Director of
Finance, in an amount as set forth in the Certificate of Final Terms.
(d)
Proceeds of the Series 2008B
Bonds in an amount sufficient for the payment
of the principal of and interest on and the redemption premium on the Series
1996A Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited
in the escrow account established pursuant to the Escrow Agreement and shall
be applied as provided therein.
(e)
Proceeds of the Series 2008B
Bonds in an amount sufficient for the payment
of the principal of and interest on and the redemption premium on the Series
1996B Refunded Bonds, as set forth in the Certificate of Final Terms, shall be deposited
in the escrow account established pursuant to the Escrow Agreement and shall
be applied as provided therein.
(f)
Proceeds of the Series 2008B
Bonds in an amount sufficient for the payment
of the principal of and interest on and the redemption premium on the Series
1998A Refunded Bonds, as set forth in the Certificate of Final Terms, shall be
deposited in the escrow account established pursuant to the Escrow Agreement
and shall be applied as provided therein.
(g)
Proceeds of the Series 2008B
Bonds in an amount sufficient for the payment
of the principal of and interest on and the redemption premium on the Series
1998B Refunded Bonds, as set forth in the Certificate of Final Terms, shall be
deposited in the escrow account established pursuant to the Escrow Agreement
and shall be applied as provided therein.
(h) Proceeds of the Series 2008B Bonds in an amount,
which together with the earnings to accrue
thereon, will be sufficient for the payment of the principal of and interest on
the Series 2000A Refunded Bonds, as set forth in the Certificate of Final
Terms, shall be deposited in the escrow account established pursuant to the
Escrow Agreement and shall be applied as provided therein.
(i) Proceeds of the Series 2008B Bonds in an
amount, which together with the earnings to
accrue thereon, will be sufficient for the payment of the principal of and
interest on the Series 2002C Refunded Bonds, as set forth in the Certificate of
Final Terms, shall be deposited in the escrow account established pursuant to
the Escrow Agreement and shall be applied as provided therein.
(j) Proceeds of the Series 2008B Bonds in an
amount, which together with the earnings to
accrue thereon, will be sufficient for the payment of the principal of and
interest on the Series 2004D Refunded Bonds, as set forth in the Certificate of
Final Terms, shall be deposited in the escrow account established pursuant to
the Escrow Agreement and shall be applied as provided therein.
(k) Proceeds of the Series 2008B Bonds in an amount,
which together with the earnings to accrue
thereon, will be sufficient for the payment of the principal of and interest on
the Series 2005F Refunded Bonds, as set forth in the Certificate of Final
Terms, shall be deposited in the escrow account established pursuant to the
Escrow Agreement and shall be applied as provided therein.
(l) The remaining proceeds of the Series 2008B
Bonds, including any premium received from the sale of the Bonds, shall be
deposited in the Series 2008B Project Account as set forth in the Certificate
of Final Terms.
Section 6.3. Moneys
in the Series 2008B Costs of Issuance Account. Moneys in the Costs of Issuance Account
shall be applied as provided in Section 11.1(b) of the Master Bond
Ordinance.
ARTICLE
VII
BOND
INSURER PROVISIONS
Section 7.1. Bond
Insurer Provisions. The provisions of this Section 7.1 shall
govern, notwithstanding anything to the contrary set forth in the Bond
Ordinance.
(a) Acceleration
and Annulment
Any acceleration of the Series
2008B Bonds or any annulment thereof is subject to the prior written consent of
the Bond Insurer.
(b) Notice
of Default to the Bond Insurer
(1) Paying
Agent and the City will provide immediate notice to Bond Insurer of any payment
default on the Series 2008B Bonds and notice of any other Event of Default
known to the Paying Agent or the City within 30 days of the Paying Agents or
the Citys knowledge thereof.
(2) For
all purposes of the Bond Ordinance in addition to receiving notice of default
to Bondholders, the Bond Insurer shall be deemed to be a Bondholder of the
Series 2008B Bonds.
(c) Notice
and Direction of Remedies by the Bond Insurer
Bond
Insurer is a party in interest and is a party entitled to (i) give notice to
the City and the Paying Agent of the occurrence of an Event of Default and the
Paying Agent is required to accept notice of default from the Bond Insurer and
(ii) direct the Paying Agent to intervene in judicial proceedings that affect
the Series 2008B Bonds or the security therefore and (iii) direct the Paying
Agent to initiate judicial proceedings to enforce the terms of the financing
documents.
(d) Amendments
to Bond Ordinance
(1) Any
amendment or supplement to the Bond Ordinance requiring consent of Bondholders
of the Series 2008B Bonds is also subject to written consent of the Bond
Insurer before it shall become effective.
(2) Any
Rating Agency having a rating in effect with respect to the Series 2008B Bonds
must receive notice of each such amendment or supplement to the Bond Ordinance
requiring consent of Bondholders of the Series 2008B Bonds and a copy thereof at
least 15 days in advance of its becoming effective.
(3) Bond
Insurer shall be provided with a full transcript of all proceedings relating to
the execution of any such amendment or supplement.
(e) Fiduciaries
(1) Bond
Insurer shall be furnished with written notice of the resignation or removal of
any Paying Agent and the appointment of any successor thereto.
(2) No
resignation or removal of any of the following with respect to the Series 2008B
Bonds will be effective until a successor has been appointed and has accepted
the duties of the respective office: Paying Agent; Bond Registrar.
(f) Redemption,
Purchase and Tender of the Series 2008B Bonds
(1) Notice
of any redemption of the Series 2008B Bonds shall either (i) explicitly state
that the proposed redemption is conditioned on there being on deposit in the
applicable fund or account on redemption date sufficient money to pay the full
redemption price of the Series 2008B Bonds to be redeemed, or (ii) be sent only
if sufficient money to pay the full redemption price of the Series 2008B Bonds
to be redeemed is on deposit in the applicable fund or account.
(2) Neither
the Bond Ordinance, nor the Series 2008B Bonds shall include, nor shall they be
amended to include, provisions allowing the City to purchase the Series 2008B
Bonds either outright or in lieu of redemption for purposes other than retiring
the Series 2008B Bonds, without Bond Insurers consent. This covenant shall be
applicable so long as the Series 2008B Bonds remain Outstanding.
(3) Payment
of the purchase price of the Series 2008B Bonds due as a result of mandatory or
optional tender, including a mandatory tender resulting from the conversion of
an interest rate mode on the Series 2008B Bonds, shall not be covered by the
Bond Insurance Policy.
(g) Reporting
Requirements
Bond Insurer shall be
provided with the following information so long as the Bond Insurance Policy is
in effect:
(1) The
budget and/or financial disclosures, if any, made and adopted by the City as
respects any matters related to the Series 2008B Bonds;
(2) The
official statement or other disclosure document(s), if any, prepared in
connection with the issuance of any additional debt on parity with or senior to
the Series 2008B Bonds;
(3) Notice
of any drawing upon or deficiency due to market fluctuation in the amount, if
any, on deposit, in the debt service reserve fund;
(4) Notice
of redemption, other than mandatory sinking fund redemption, of any of the
Series 2008B Bonds, or of any advance refunding of the Series 2008B Bonds,
including the principal amount, maturities, and CUSIP numbers thereof;
(5) Notice
of any material events pursuant to Rule 15c2-12 of the Securities and Exchange
Act of 1934, as amended relating to the Series 2008B Bonds, all obligations
relating to the Series 2008B Bonds, Net Operating Revenues, any other Pledged
Revenues and any matters relating to the foregoing which may arise by amendment
or supplement to the Bond Ordinance; and
(6) Such
additional information as Bond Insurer may reasonably request in writing from
time to time.
(h) Reimbursement
of Bond Insurer
The City shall pay or reimburse Bond Insurer
for any and all charges, fees, costs, and expenses that Bond Insurer may
reasonably pay or incur in connection with the following: (i) the
administration, enforcement, defense, or preservation of any rights or security
hereunder, under any other transaction document; (ii) the pursuit of any
remedies hereunder, under any other transaction document, or otherwise afforded
by law or equity, (iii) any amendment waiver or other action with respect to or
related to any transaction document whether or not executed or completed; (iv)
the violation by the City of any law, rule, or regulation or any judgment,
order or decree applicable to it; (v) any advances or payments made by Bond
Insurer to cure defaults of the City under the transaction documents; or (vi)
any litigation or other dispute in connection with any transaction document, or
the transactions contemplated hereby or thereby, other than amounts resulting
from the failure of Bond Insurer to honor its payment obligations under the
Bond Insurance Policy. Bond Insurer reserves the right to charge a reasonable
fee as a condition to executing any amendment, waiver, or consent proposed in
respect of any transaction document. The obligations of the City to Bond
Insurer shall not terminate until all obligations owed to Bond Insurer have
been fully satisfied.
(i) Duties
in the Event of Deficiency
As long as the Bond Insurance Policy shall be
in full force and effect, the City and any Paying Agent agree to comply with
the following provisions:
(1) If,
on any interest payment date for the Series 2008B Bonds there is not on deposit
with the Paying Agent sufficient moneys available to pay all principal of and
interest on the Series 2008B Bonds due on such date, the Paying Agent shall
immediately notify Bond Insurer of the amount of such deficiency. In addition:
(a) The Paying Agent shall
provide Bond Insurer with a list of the Bondholders entitled to receive
principal or interest payments from Bond Insurer under the terms of the Bond
Insurance Policy and shall make arrangements for Bond Insurer (I) to mail
checks or drafts to Bondholders entitled to receive full or partial interest
payments from Bond Insurer and (II) to pay principal of the Series 2008B Bonds
surrendered to the Paying Agent by the Bondholders entitled to receive full or
partial principal payments from Bond Insurer; and
(b) The Paying Agent shall,
at the time it makes the Bond Register available to Bond Insurer pursuant to
(a) above, notify Bondholders entitled to receive the payment of principal or
interest on the Series 2008B Bonds from Bond Insurer (I) as to the fact of such
entitlement, (II) that Bond Insurer will remit to them all or part of the
interest payments coming due subject to the terms of the Bond Insurance Policy,
(III) that, except as provided in paragraph (ii) below, in the event that any
Bondholder is entitled to receive full payment of principal from Bond Insurer,
such Bondholder must tender its Series 2008B Bond with the instrument of
transfer in the form provided on the Series 2008B Bond executed in the name of
Bond Insurer, and (IV) that, except as provided in paragraph (ii) below, in the
event that such Bondholder is entitled to receive partial payment of principal
from Bond Insurer such Bondholder must tender its Series 2008B Bond for payment
first to the Paying Agent, which shall note on such Series 2008B Bond the
portion of principal paid by the Paying Agent, and then, with an acceptable
form of assignment executed in the name of Bond Insurer, to the Paying Agent,
which will then pay the unpaid portion of principal to the Bondholder subject
to the terms of the Bond Insurance Policy.
(2) In
the event the Paying Agent has notice that any payment of principal of or
interest on a Series 2008B Bond has been recovered from an Bondholder pursuant
to the United States Bankruptcy Code by a trustee in bankruptcy in accordance
with the final, nonappealable order of a court having competent jurisdiction,
the Paying Agent shall, at the time it provides notice to Bond Insurer, notify
all Bondholders that in the event that any Bondholders payment is so
recovered, such Bondholder will be entitled to payment from Bond Insurer to the
extent of such recovery, and the Paying Agent shall furnish to Bond Insurer its
records evidencing the payments of principal of and interest on the Series
2008B Bonds which have been made by the Paying Agent and subsequently recovered
from Bondholders, and the dates on which such payments were made.
(j) Notice
Address
The notice address for Bond Insurer is:
Berkshire Hathaway Assurance Corporation, 100 First Stamford Place, Stamford, Connecticut 06902, Attention: General Counsel and Financial Guaranty Insurance
Management.
ARTICLE VIII
MISCELLANEOUS
PROVISIONS
Section 8.1. Official
Statement. The use and distribution of the Series 2008B
Official Statement is hereby authorized and approved by supplementing, amending
and completing the Preliminary Official Statement in the form on file in the
office of the Director of Finance, and the execution and delivery of the Series
2008B Official Statement in final form shall be and is hereby authorized,
ratified, confirmed, and approved. The Director of Finance is hereby
authorized and directed to ratify, confirm, approve, execute, and deliver the
Series 2008B Official Statement on behalf of the City, and the execution of the
Series 2008B Official Statement by the Director of Finance shall constitute
conclusive evidence of each such officers ratification, confirmation,
approval, and delivery thereof on behalf of the City.
Section 8.2.
Escrow Agreements. The City covenants and agrees to enter into one or more
Escrow Agreements in connection with all or a portion of the Refunded Bonds.
The Director of Finance is authorized to enter in such Escrow Agreements
substantially in the form on file with the office of the Director of Finance,
with such changes therein as she deems necessary or desirable.
Section 8.3.
Financial Guaranty Agreement. The City covenants and agrees to enter into
a Financial Guaranty Agreement with Berkshire Hathaway Assurance Corporation.
The Director of Finance is authorized to enter in such Financial Guaranty
Agreement substantially in the form on file with the office of the Director of
Finance, with such changes therein as she deems necessary or desirable.
Section 8.4. Approval of Contracts. The
City hereby approves the selection (1) of Gilmore & Bell, P.C. and The
Martinez Law Firm, LLC as co-bond counsel for the Bonds, (2) of Public
Financial Management and TKG & Associates as the Citys co-financial
advisors and (3) of Merrill Lynch, Pierce, Fenner & Smith
Incorporated as the Underwriter, and
approves and ratifies all contracts in connection with such selections.
Section 8.5. Amendment
of Master Bond Ordinance. Section 4.3(b) of the Master Bond Ordinance is
hereby amended to read as follows:
(b) Any
money withdrawn from the funds and accounts described in clause (7) of Section 4.3(a)
for use in making payments described in said clause (7) shall be released from
the lien of the Bond Ordinance. If at any time the amounts in any account of
the Sinking Fund Account are less than the amounts required by the Bond
Ordinance, and there are not on deposit in the Renewal and Replacement Account
or the Surplus Account available moneys sufficient to cure any such deficiency,
then the City shall withdraw from the funds and accounts of the City relating
to Subordinate Bonds which are not Subordinate SRF Bonds and deposit in such
account of the Sinking Fund Account, as the case may be, the amount necessary
(or all the moneys in such funds and accounts, if less than the amount
required) to make up such deficiency.
Section 8.6. Severability. In case any one or more of the
provisions of this Ordinance or of the Series 2008B Bonds shall for any reason
be held to be illegal or invalid, such illegality or invalidity shall not
affect any other provision of this Ordinance or of the Series 2008B Bonds, but
this Ordinance and the Series 2008B Bonds shall be construed and enforced as if
such illegal or invalid provision had not been contained therein. In case any
covenant, stipulation, obligation or agreement contained in the Series 2008B
Bonds or in this Ordinance shall for any reason be held to be unenforceable or
in violation of law, then such covenant, stipulation, obligation or agreement
shall be deemed to be the covenant, stipulation, obligation or agreement of the
City to the full extent that the power to incur such obligation or to make such
covenant, stipulation or agreement shall have been conferred on the City by
law.
Section 8.7. Applicable
Provisions of Law. This Ordinance shall be governed by and
construed and enforced in accordance with the laws of the State and the
Charter.
Section
8.8. Effective Date. This
Ordinance shall take effect and be in full force ten (10) days after its
passage.
_____________________________________________
Approved
as to form and legality:
___________________________________
Heather
A. Brown
Assistant City Attorney
EXHIBIT A
FORM OF SERIES
2008B BONDS
EXCEPT AS OTHERWISE PROVIDED IN
THE BOND ORDINANCE (REFERRED TO HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED,
IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC (AS DEFINED HEREIN) OR
TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES
DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF KANSAS CITY, MISSOURI
WATER REFUNDING AND
IMPROVEMENT REVENUE BOND
SERIES 2008B
Registered Registered
No. R-_____ $__________
|
Maturity Date
|
Interest Rate
|
Dated
|
CUSIP
|
|
|
|
|
|
|
December 1, ____
|
|
_____________, 2008
|
|
REGISTERED OWNER: CEDE &
CO.
PRINCIPAL AMOUNT:
DOLLARS
CITY OF KANSAS
CITY, MISSOURI (the City), a constitutional charter city and
political subdivision duly organized and existing under the Constitution and
laws of the State of Missouri, for value received, hereby promises to pay (but
only out of the sources provided) to the registered owner identified above, or
registered assigns, on the Maturity Date stated above unless this Bond shall
have been called for redemption prior to maturity and payment of the redemption
price shall have been duly made or provided for, the principal amount
identified above and to pay (but only out of the sources provided) interest on
the balance of such principal amount from time to time remaining unpaid from
and including the date hereof or from and including the most recent Interest
Payment Date (as hereinafter defined) with respect to which interest has been
paid or duly provided for, until payment of such principal amount has been
made, at the Interest Rate per annum shown above (computed on the basis of a
360-day year consisting of twelve 30-day months) on June 1 and December 1 of
each year (each an Interest Payment Date) commencing December 1, 2008,
until the payment of the principal amount of this Bond in full.
Principal of and
redemption premium, if any, on this Bond are payable when due in lawful money
of the United States of America upon presentation and surrender of this Bond at
the principal payment office of The Bank of New York Mellon Trust Company, N.A.
in St. Louis, Missouri, as registrar and paying agent (the Bond Registrar
or the Paying Agent). Payment of interest on this Bond shall be made
to the registered owner and shall be paid in lawful money of the United States
of America by check or draft mailed on the applicable Interest Payment Date to
such registered owner as of the close of business on the 15th day of the
calendar month (the Record Date) immediately preceding such Interest
Payment Date at its address as it appears on the registration books (the Bond
Register) of the City maintained by the Bond Registrar, or at such other
address as is furnished in writing by such registered owner to the Bond
Registrar.
Notwithstanding the
foregoing, interest on this Bond shall be payable to any registered owner of
more than $500,000 in aggregate Principal of the Bonds of the same series as
this Bond (including this Bond) by deposit of immediately available funds to
the account of such registered owner maintained with the Paying Agent or
transmitted by electronic transfer to such registered owner at an account
maintained at a commercial bank located within the United States of America, if
the Paying Agent receives from such registered owner written deposit or
electronic transfer instructions not less than 15 days prior to the Record Date
preceding the Interest Payment Date for which the deposit or electronic
transfer is requested.
This Bond is one of a
duly authorized series of bonds designated City of Kansas City, Missouri Water
Refunding and Improvement Revenue Bonds, Series 2008B (the Series 2008B
Bonds), issued by the City pursuant to and in full compliance with the
provisions of the Constitution and laws of the State of Missouri, including
specifically, but without limitation, the Charter. The Series 2008B Bonds have
been authorized by a Master Bond Ordinance and a Series Ordinance duly adopted
by the City (collectively, the Bond Ordinance), for the purpose of financing
the costs of certain additions, extension and improvements to the System and
for refunding certain outstanding series of water revenue bonds of the City.
The Series 2008B Bonds are all issued under and equally and ratably secured by
and entitled to the benefit of the Master Bond Ordinance. Capitalized terms
not defined herein are used with the meanings given to them in the Bond
Ordinance.
The Series 2008B
Bonds maturing on or after December 1, 20__ are subject to redemption prior to
maturity at the option of the City on or after December 1, 20__, in whole
or in part at any time, at a redemption price equal to 100% of the Principal
amount of the Bonds to be redeemed plus accrued interest to the redemption
date.
The Series 2008B
Bonds maturing on December 1, 20__ and December 1, 20__ are subject to
mandatory redemption prior to maturity by application of payments from the
Sinking Fund Account, in accordance with the Bond Ordinance, at a redemption
price equal to the Principal amounts of the Series 2008B Bonds set forth below
plus the interest due thereon on the redemption date, on December 1 in
each year as set forth below:
Series
2008B Bonds Maturing December 1, 20__
|
Year
|
Principal Amount
|
|
|
|
|
20__
|
$
|
|
|
|
|
|
|
|
|
|
|
+
|
|
+Final Maturity
Series
2008B Bonds Maturing December 1, 20__
|
Year
|
Principal
Amount
|
|
|
|
|
20__
|
$
|
|
|
|
|
|
|
|
|
|
|
+
|
|
+Final Maturity
Notice of redemption,
unless waived, is to be given by first class mail at least 30 days prior to the
date fixed for redemption to the registered owner of each Series 2008B Bond to
be redeemed at the address shown on the Bond Register or at such other address
as is furnished in writing by such registered owner to the Bond Registrar. All
such Series 2008B Bonds called for redemption and for the retirement of which
funds are duly provided shall, on the redemption date designated in such
notice, become and be due and payable at the redemption price provided for
redemption of such Series 2008B Bonds on such date, and interest on the Series 2008B
Bonds or portions of Series 2008B Bonds so called for redemption shall cease to
accrue, such Series 2008B Bonds or portions of Series 2008B Bonds shall cease
to be entitled to any lien, benefit, or security under the Bond Ordinance, and
the owners of such Series 2008B Bonds or portions of Series 2008B Bonds shall
have no rights in respect thereof except to receive payment of the redemption
price. Any defect in any notice of redemption shall not affect the validity of
proceedings for the redemption of any Series 2008B Bonds.
The City has
established a book-entry system of registration for the Series 2008B Bonds.
Except as specifically provided otherwise in the Bond Ordinance, an agent will
hold this Bond on behalf of the Beneficial Owner hereof. By acceptance of a
confirmation of purchase, delivery, or transfer, the Beneficial Owner of this
Bond shall be deemed to have agreed to such arrangement. While the Series 2008B
Bonds are in the book-entry system of registration, the Bond Ordinance provides
special provisions relating to the Series 2008B Bonds which override certain
other provisions of the Bond Ordinance. This Bond is transferable by the
registered owner at the principal corporate trust office of the Bond Registrar
or at such other office designated by the Bond Registrar for such purpose, but
only in the manner, subject to the limitations, and upon payment of the charges
provided in the Bond Ordinance and upon surrender of this Bond. Upon such
transfer, a new registered Bond or Bonds of the same series, maturity, interest
rate, aggregate Principal amount, and tenor, of any authorized denomination or
denominations, and bearing numbers not then outstanding, will be issued to the
transferee in exchange for this Bond. The Series 2008B Bonds are issuable as
fully registered Bonds in the denomination of $5,000 or any integral multiple
thereof. The Bond Registrar is not required to transfer or exchange any Series
2008B Bond after notice calling such Series 2008B Bond for redemption has been
given or during the period of 15 days (whether or not a Business Day for
the Bond Registrar, but excluding the redemption date and including such 15th
day) immediately preceding the giving of such notice of redemption. Unless
this Bond is presented by an authorized representative of The Depository Trust
Company (DTC), a New York corporation, to the City or its agent for
registration of transfer, exchange, or payment, and any Series 2008B Bond
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
The
Series 2008B Bonds and such other revenue bonds of the City as may in the
future be issued on a parity therewith, are equally and ratably secured by
pledge of the Pledged Revenues of the waterworks system (the System)
of the City, which is defined in the Master Bond Ordinance to include net
operating revenues, certain amounts payable by any provider of a Hedge
Agreement pursuant to such Hedge Agreement, moneys and securities from time to
time on deposit in the funds and accounts established in the Bond Ordinance,
and earnings on investments made with the foregoing moneys and securities,
excluding any amounts required in the Bond Ordinance to be set aside pending,
or used for, rebate to the United States government pursuant to Section 148(f)
of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated with respect to any such rebate requirement.
THE SERIES 2008B
BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY NOR A PLEDGE OF THE
FAITH AND CREDIT OF THE CITY. THE SERIES 2008B BONDS SHALL NOT BE PAYABLE FROM
OR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE
PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY PECUNIARY LIABILITY
THEREON. NO OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL
ANY EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THIS BOND OR THE INTEREST
HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE CITY;
NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE CITY, EXCEPT FOR THE PLEDGED REVENUES AND
ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2008B BONDS.
The City has
covenanted and hereby covenants and agrees at all times while any Series 2008B
Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect
rates, fees, and other charges for the services, facilities, and commodities
furnished by the System fully sufficient at all times to: (i) provide for 100%
of the Expenses of Operation and Maintenance of the System, and (ii) produce
Net Operating Revenues, adjusted to exclude any revenues or expenses resulting
from a gain or loss, or mark-to-market change to any Hedge Agreement, in each
Fiscal Year which, together with Investment Earnings, will: (a) equal at least
125% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the Fiscal Year of computation, 115% of the Debt Service Requirement on all
Bonds and Other System Obligations then Outstanding for the Fiscal Year of
computation and 110% of the Debt Service Requirement on all Bonds and Other
System Obligations then Outstanding for the Fiscal Year of computation, (b)
enable the City to make all required payments into the Debt Service Reserve
Subaccount and the Rebate Account and to any Credit Facility Provider, any
Reserve Account Credit Facility Provider, and any Hedge Payments, (c) enable
the City to make any payments into the Renewal and Replacement Account required
by the Operating and Capital Reserves Policy established and approved by the
Water Services Department and the City Council, as may be amended from time to
time, and (d) will remedy all deficiencies in required payments into any of the
funds and accounts established under the Bond Ordinance from prior Fiscal
Years.
The Bond Ordinance
contains a more particular statement of the covenants and provisions securing
the Series 2008B Bonds, the conditions under which the owner of this Bond may
enforce covenants (other than the covenant to pay Principal of and interest on
this Bond when due from the sources provided, the right to enforce which is
unconditional), the conditions upon which additional revenue bonds may be
issued on a parity or achieve parity status with this Bond under the Bond
Ordinance, and the conditions upon which the Bond Ordinance may be amended with
the consent of the owners of a majority in aggregate Principal of the Bonds of
each class (senior and subordinate) Outstanding or the issuer of any Credit
Facility, if any, of such Bonds. Upon the occurrence of an Event of Default
under the Bond Ordinance, the owner of this Bond shall be entitled to the
remedies provided by the Bond Ordinance.
It is hereby
certified, recited, and declared that all acts, conditions, and things required
to exist, happen, and be performed precedent to and in the issuance of this
Bond do exist, have happened, and have been performed in due time, form, and
manner as required by law.
This Bond shall not
be entitled to any security or benefit under the Bond Ordinance or become valid
or obligatory for any purpose until the certificate of authentication hereon
shall have been duly executed by the Bond Registrar.
IN WITNESS WHEREOF,
the City has caused this Bond to be executed by the manual or facsimile
signature of the Mayor and attested by the manual or facsimile signature of the
City Clerk and has caused the official seal of the City to be affixed hereto or
imprinted hereon.
CITY OF KANSAS CITY, MISSOURI
(SEAL) By:
Mayor
ATTEST:
City Clerk
STATEMENT OF
INSURANCE
$_______________,000
CITY OF KANSAS
CITY, MISSOURI
WATER REFUNDING
AND IMPROVEMENT REVENUES BONDS
SERIES 2008B
Berkshire Hathaway Assurance
Corporation (BHAC) has delivered its financial guaranty insurance policy (the
Policy) with respect to the scheduled payments due of principal and interest
on this Bonds to The Bank of New York Mellon Trust Company, N.A., the Paying
Agent, or its successor paying agent for the Bonds.
A copy of the Policy may be
obtained from BHAC or the Paying Agent.
BOND REGISTRARS
CERTIFICATE OF AUTHENTICATION
This Bond is one of
the bonds of the series described in the within mentioned Bond Ordinance.
The
Bank of New York Mellon Trust Company, N.A.,
as
Bond Registrar
By:
Authorized
Signatory
Date of Registration
and Authentication:
_______________, _____
The following
abbreviations, when used in the inscription on this Bond or in the assignment
below, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as
tenants in common
TEN ENT - as
tenants by the entireties
JT
TEN - as joint tenants with right of
survivorship and not as tenants in common and
not as community property
UNIF TRANS
MIN ACT - _______________ Custodian
_______________
(Custodian) (Minor)
under
Uniform Transfers to Minors Act _______________
(State)
Additional
abbreviations may be used although not in the above list.
ASSIGNMENT AND
TRANSFER
FOR VALUE RECEIVED,
the undersigned sells, assigns and transfers unto
______________________________________________________________________________
(Print or Typewrite Name, Address
and Social Security Number
or Taxpayer Identification Number
of Assignee)
the within Bond of the City of
Kansas City, Missouri and does hereby irrevocably constitute and appoint
_______________________________ attorney to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: __________________
Notice: The
signature on this assignment must correspond with the name as it appears on the
face of the within Bond in every particular without alteration or enlargement
or any change whatsoever.
Signature Guaranteed
By:
Name of Eligible
Guarantor Institution as defined by SEC Rule 17 Ad-15 (12 CFR 240.17 Ad-15) or
any similar rule which the Bond Registrar deems applicable
By:
Title: